REIT Indemnified Party definition

REIT Indemnified Party has the meaning set forth in Section 6.01.

REIT Indemnified Party is defined in Section 5.2.

REIT Indemnified Party has the meaning ascribed thereto in Section 8. 1 (b) hereof.

Examples of REIT Indemnified Party in a sentence

• No REIT Indemnified Party (other than the Consolidated Entities) may make a claim hereunder without the prior written consent of the REIT.

• Each Claim Notice shall describe in reasonable detail the facts known to the applicable New REIT Indemnified Party giving rise to such Indemnity Claim.

• New REIT shall deliver to the General Partner, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure.

• New REIT may, at its option, demand indemnity under this Article 10 as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

• Notwithstanding the foregoing, the Manager Shareholders shall not indemnify any REIT Indemnified Party pursuant to Section 9.2(f) for any material breach of representation, warranty, covenant or agreement that results, in whole or in part, from a breach of any REIT/Service Provider Agreement by REIT.

• No REIT Indemnified Party (other than the REIT) may make a claim hereunder without the prior written consent of the REIT.

• New REIT may, at its option, demand indemnity under this Article 9 as soon as an Indemnity Claim has been threatened by a third party, regardless of whether an actual Loss has been suffered, so long as New REIT shall in good faith determine that such claim is not frivolous and that the New REIT Indemnified Party may be liable for, or otherwise incur, a Loss as a result thereof.

• Although the trend suggests small improvements over time, there is no change in the gap with England (Figure 13).

• New REIT shall deliver to RLJ Development, promptly after any New REIT Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by such New REIT Indemnified Party relating to any Indemnity Claim based on claims asserted by third parties (“Third Party Claim”); provided that failure to do so shall not prevent recovery under this Agreement, except to the extent that any potential defense to such claim shall have been prejudiced by such failure.

• With respect to any claims for indemnification under this Section 9.2 by a REIT Indemnified Party, IREIC (with respect to the Advisor) or the Agent (with respect to each Manager Shareholder and the Participating Shareholders) shall have sole and exclusive authority to act for and in the name of such Indemnifying Party.

More Definitions of REIT Indemnified Party

REIT Indemnified Party has the meaning ascribed thereto in Section 8.1(b) hereof.

REIT Indemnified Party has the meaning set forth in Section 6.01. (aaa) “REIT Material Adverse Effect” means any material adverse change in any of the assets, business, condition (financial or otherwise), results of operation or prospects of the REIT and its Subsidiaries, taken as a whole. (bbb) “REIT Qualification Ruling” has the meaning set forth in Section 6.05. (ccc) “REIT or Manager Knowledge” means the knowledge of Xxxxxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxxx Xxxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxx and Xxxxx Xxx. (ddd) “REIT Requirements” shall mean the requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code. (eee) “REIT Shares” has the meaning set forth in the recitals. (fff) “Release Document” has the meaning set forth in Section 6.05. (ggg) “Repurchase Agreement Asset” has the meaning set forth in Section 4.10(b). (hhh) “Securities Act” means the Securities Act of 1933, as amended, the rules and regulations promulgated thereunder.

REIT Indemnified Party and “REIT Indemnified Parties” shall have the meaning given to them in Section 8.1 hereof.